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ASX ANNOUNCEMENT Bega Cheese Limited ... - Open Briefing

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Corporate Governance Statement (cont.)<br />

Year Ended 30 June 2011<br />

Diversity Policy (Recommendations 3.2, 3.3 and 3.4)<br />

The Company’s diversity policy provides a framework for <strong>Bega</strong> <strong>Cheese</strong> to achieve, amongst other things, a diverse<br />

and skilled workforce, a workplace culture characterised by inclusive practices and behaviours, and improved<br />

employment and career development opportunities for women.<br />

<strong>Bega</strong> <strong>Cheese</strong>’s diversity strategies include:<br />

a. recruiting from a diverse pool of candidates, including senior management and the Board;<br />

b. reviewing succession plans to ensure an appropriate focus on diversity;<br />

c. identifying specific factors to take account of in recruitment and selection processes to encourage diversity; and<br />

d. establishing programs to develop a broader pool of skilled and experienced senior management and board<br />

candidates.<br />

In respect of financial years commencing after 1 July 2011, the Company will be required to disclose in its annual<br />

report:<br />

a. the measurable objectives for achieving gender diversity set by the Board, and progress towards achieving them;<br />

and<br />

b. the proportion of women employees in the whole organisation, women in senior executive positions and women<br />

on the Board.<br />

Principle 4: Safeguard Integrity in Financial Reporting<br />

Audit and Risk Committee (Recommendations 4.1, 4.2, 4.3 and 4.4)<br />

In accordance with Recommendation 4.2, the ARC is comprised of Richard Parbery as chair of the committee, one<br />

Independent Director being Peter Margin and one non-executive Director being Tom D’Arcy. The Company<br />

Secretary, Brett Kelly, was a member until 21 July 2011.<br />

The responsibilities of the ARC include:<br />

a. overseeing the process of financial reporting, internal control, financial and non-financial risk management and<br />

compliance and external audit;<br />

b. monitoring <strong>Bega</strong> <strong>Cheese</strong>’s compliance with laws and regulations and its own policies;<br />

c. ensuring that the relationship between <strong>Bega</strong> <strong>Cheese</strong> and its external auditor remains independent; and<br />

d. evaluating the adequacy of processes and controls established to identify and manage areas of potential risk.<br />

The ARC must regularly update the Board on the activities of the committee and bring any significant issues<br />

identified to the Board’s attention on a timely basis.<br />

Meetings of the ARC are generally held bi-monthly before meetings of the Board. A rolling timetable will be agreed to<br />

plan meetings with external auditors at least twice a year and meetings to review the interim and annual accounts<br />

and annual budget. Special meetings will be called as necessary.<br />

Members and the secretary of the ARC are entitled to attend at all meetings. The ARC may invite other persons to<br />

attend as required. The quorum of any meeting of the ARC is two members.<br />

Principle 5: Make Timely and Balanced Disclosure<br />

Continuous Disclosure Policy (Recommendations 5.1 and 5.2)<br />

<strong>Bega</strong> <strong>Cheese</strong> is committed to observing its disclosure obligations under the Listing Rules and the Corporations Act.<br />

<strong>Bega</strong> <strong>Cheese</strong> has adopted a continuous disclosure policy that establishes procedures aimed at ensuring that<br />

Directors and management are aware of and fulfil their obligations in relation to the timely disclosure of material<br />

price-sensitive information.<br />

<strong>Bega</strong> <strong>Cheese</strong> <strong>Limited</strong> 2011 Annual Report 24

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